Gencomsaver Terms and Conditions of Service
Please read these Terms and Conditions carefully, as they will they form a legally binding agreement between You and Gencomsaver. By using this website, you acknowledge that you have carefully read and understood each and every terms and conditions we have mentioned and have the legal authority to accept them and acknowledge to agree to be legally bound by the terms and conditions. If you do not agree by our terms and conditions mentioned here, we recommend you not to use our website or any service associated with it. This terms and conditions are legally binding agreement and you should review them regularly as they are modified with time.
The site is operated from the United Kingdom by GenCom Technologies Ltd with registered address as Charter House 8/10 Station Road, London, E12 5BT. If you are accessing this site from any other location other than United Kingdom, you are doing solely at your own risk and are applicable to the English law and you shall be liable for any local laws as well. You acknowledge that you use or export anything which includes the information from the Site which violates any English laws, rules and regulations or the terms and conditions mentioned here.
For the purpose of these terms and conditions, the following definitions apply:
1.1 Hosted PBX: It is a virtual or cloud based phone system.
1.2 SIP Trunking: Telephone service is delivered to customers who are equipped with SIP based private brand change
1.3 Virtual Number: A telephone number without a direct association with a telephone number. This number is programmed to forward incoming calls to telephone number selected by the user.
1.4 SMS: Refers to short text messages from one mobile phone to another.
1.5 Access Information: The information which provides access to any portion of your Account, which includes but not limited to, the Account number, Login & password, credit card or other financial information, security question and their relevant answers, and any other information.
1.6 Account: The account registered or activated by You or Your Users that Gencomsaver use to provide our products and services to you and to administer customer’s personal data.
1.7 Applicable Law: The agreement is interpreted in line with English law and you and we acknowledge and agree to submit to the exclusive jurisdiction of the English Courts on any dispute or concerns occur in association with the service.
1.8 Data: All the information submitted by You to us in connection with the service.
1.9 Government Authority: Entails a government regulatory organization, court of competent jurisdiction or similar entity.
1.10 Gencomsaver: Our company GenCom Technologies Ltd with office at Charter House 8/10 Station Road, London, E12 5BT
1.11 Gencomsaver Parties: It entails Gencomsaver affiliates, vendors, partners, officers, agents, employees, licensors, and representatives.
1.12 Services: Our cloud and other services, software and products, as such services which are provided by Gencomsaver.
1.13 Third-Party Service: Services which are provided by any party other than Gencomsaver.
1.14 Trial Service: Any portion of the services offered to the customer to test the quality of it before purchasing it from us, which includes but not limited to products, plans, services, and platforms.
1.15 User: It entails You or any of your employees, consultants to whom you have granted the permission to access the Service with respect to the terms and conditions provided by Gencomsaver.
“You” and “Your” entails any individual or Entity on whose behalf this Agreement is agreed.
2. Scope; Access; Security.
2.1 Access to Services: Subjected with respect to these terms and conditions of this agreement including any schedules Gencomsaver provides you a non-exclusive non-transferable non-sublicensable, cancellable license for the terms and conditions of this agreement for the Service use and access. The Service is for the sole purpose to be used by Your Users for the purpose of internal business only. You acknowledge and agree to act in accordance with the terms and conditions referred in this Agreement, including any schedules, as well as with all valid Gencomsaver procedures and policies that defines further Service usage. You acknowledge and agree that the conducts of any of your users regarding the Services will be judged as your conducts and upon violation of the terms and conditions of this agreement, including any schedule, shall be judged as a violation by You.
2.2 Account Information & Ownership: You acknowledge and agree that you shall maintain correct Account information by updating with Gencomsaver promptly, but not longer than seven (7) business days, when your account information needs changes, as well as any relevant account contact information. Upon failure to respond within seven (7) business days owing to any reason, to any inquires made by Gencomsaver to verify the provided information validity by You will represent Agreement violation. During any dispute concerning access to or legal ownership of Gencomsaver account or any portion of it, you acknowledge and agree that Gencomsaver will determine such dispute in its sole discretion. Additionally, during such situations, Gencomsaver may without delay suspend or terminate your Account. You shall be liable to compensate Gencomsaver for any legal as well as other fees raised on such dispute concerning your Account ownership. Your acknowledge and agree that;
i) You are the legal owner of all the Account data, Agreement counterparty, and not any individual user, which includes any Account contact registered with Gencomsaver, in spite of any administrative designation (for instance: Owner, Managing Director, Manager, Billing Contact, Administrator etc.) and
ii) Gencomsaver may ask for ownership documents to establish the right on your Account and any Data; only if any User having an administrative designation has the authority to bind you to any amendments or acknowledgements regarding this Agreement or with respect to our Services.
2.3 Account Security and Activity: You acknowledge and agree that You are solely liable or responsible for;
i) Maintaining the confidentiality and security of your Account access information, and
ii) All actions associated with your Account, irrespective of whether You initiated, or others on Your behalf or via any other means.
You shall immediately report to Gencomsaver upon any unauthorized use of your account, access information, or security violation.
You acknowledge and agree that we shall not be liable in any case for any access information loss from any party with or without your consent. In addition, you acknowledge and agree that you shall be liable for any losses incurred by us, or any party associated with us using your access information. We highly recommend you to store your access information in a secured location and take necessary measures to prevent others from access it. Gencomsaver exclusively denies all liabilities for any activity associated with your Account, irrespective of whether it is with or without your consent.
2.4 Failure of a Line Test: Regarding VoIP services, if a site not pass a “VoIP line test” and you are incapable or reluctant to upgrade the component which led to not passing, under such cases, Gencomsaver reserves the complete right for order cancellation for such site.
3. Terms and Termination
3.1 Terms: With the Agreement acceptance, this Agreement becomes effective until the expiration or termination of all the Agreement Terms. Schedule Term shall be either initial or renewal terms whichever is defined herein.
a. Monthly Plan Schedule Terms: For Gencomsaver Monthly Plan, the initial term of a schedule is the acceptance date of the schedule. The renewal term for a Monthly Plan is thirty days (30) from the initial term and every following calendar month subsequently.
b. Annual Plan Agreement Terms: For Gencomsaver Annual Plan, the initial term of the schedule is the acceptance date of the schedule, and continues for next twelve (12) months. The renewal term for an Annual Plan is after twelve (12) months of the initial terms and every following twelve (12) months subsequently.
c. Automatic Renewal: Each and every schedule will automatically renew at the end of the schedule term except for when the service is terminated with respect to this Agreement either by You or Gencomsaver.
3.2 Termination by You
a. Monthly Plan: For any reason, You may terminate any Schedule for the Monthly Plan by following the termination procedure prior to any Renewal Term. If you have terminated a Monthly Plan prior to the then-current term, Gencomsaver shall not refund you any amount which you have already paid.
b. Annual Plan: For any reason, You may terminate any Schedule for an Annual Plan by following the termination procedure prior to any then-current Term. If you have terminated an Annual Plan prior to the then-current term, Gencomsaver shall not refund you any amount which you have already paid.
c. Refunds/Fees for Termination by You: Any fee associated with non-recurring Services and set up fees shall not be refunded. On Agreement violation (including the Schedule) or terminating the account during the Schedule Term, any fee previously not claimed, discounts, or rebates may be reinstated.
3.3 Termination by Gencomsaver
a. 30 Day Termination: Gencomsaver reserves the complete right to terminate this Agreement, inclusive of any Schedule, owing to any reason by providing a notice of thirty (30) calendar days. If Gencomsaver terminated the Agreement in accordance with this Section 3.3 a, subsequently the complete Schedules shall be terminated at the end of the thirty (30) calendar days notice period.
If Gencomsaver terminates any Schedules in accordance with this Section 3.3 a, then
i. Monthly Plan Schedule: If the effective termination take place prior to the then-current Schedule Term, then Gencomsaver may refund you the proportional monthly fee for the month the Service is terminated.
ii. Annual Plan Schedule: Gencomsaver may provide you refund the monthly fee for the month for the Service is terminated.
If Gencomsaver terminates this Agreements with either a Monthly Plan or an Annual Plan, including any Schedule, in accordance with this Section 3.3 a, Gencomsaver shall not charge You any monthly fee for the subsequent month.
b. Immediate Termination : Gencomsaver reserves the complete right to suspend or terminate this Agreement, inclusive of any Schedule right away without any prior notice during following cases:
i. Violation of the Agreement, inclusive of any Schedule, by You, as determined by exclusive discretion of Gencomsaver, which includes but not limited to failure in payment, violation of Acceptable Usage Policy (AUP) or any policies put forward by us or Service procedure applicable notified to you regularly which remains not restored for a period of over thirty (30) days notice by Gencomsaver; and
ii. Service use subject to any actual or potential legal action against Gencomsaver or any of its partners, affiliates, representatives, or customers.
c. Termination or Suspension of Users: Instead of entire account termination or suspension, Gencomsaver may suspend Your Account or terminate or suspend a /all/any individual Users.
d. No Refunds; Further Payment Due: Due to any reason, Gencomsaver terminates this Agreement, inclusive of any Schedule, in accordance with the Section 3.3 b,
i. We shall not refund any paid fees and
ii. You shall be liable for any pending payment which led to the termination in accordance with Section 3.2
3.4 Following Termination: Upon termination, any prior pending payments to Gencomsaver will not be cancelled. You acknowledge and agree that Gencomsaver may charge you any such pending payments to Your Account. Following termination, You must immediately uninstall any and all software which are provided by Gencomsaver with respect to the Service. Within fourteen (14) calendar days of termination, Your complete Data may be deleted, which includes but not limited to contacts, email address, databases, website content, as well as any hosted Data by Gencomsaver. You are solely liable for securing your Data prior to the termination of your Account. In any way, Gencomsaver may not be liable or made responsible for any of your Data or damages which arise due to Data deletion following the Service Termination.
4. Fees, Billing Taxes, Charges
4.1 Fees: The fees charged initially during ordering the Service shall be effective for the Initial Term as well as each Renewal Term of a Schedule, if and only if that Gencomsaver reserves the complete right to increase these fees at anytime with thirty (30) calendar days notice to You. You shall have the right for terminating the applicable Schedule on or before thirty (30) calendar days of notice on increase in fee. Any and all payments which are made to Gencomsaver shall be Great Britain Pound (£).
4.2 Billing and Payment Arrangements: Gencomsaver shall bill You monthly with any applicable recurring fees and one-time fees available in that month. During the billing cycle, all these fees will be includes along with add-ons features that You have enabled during the period.
4.3 Payment by Automated Means:
a. Payment by automated means providing a form of automated payment method which is accepted by Gencomsaver time-to-time, which includes credit card, debit card, direct debit or any other alternative accepted by us. At the first (1st) day of every month, Gencomsaver shall apply the current monthly charges to Your account with the help of automated payment method, the relevant information which You provided at the billing information page. You shall view as well as print an invoice for Your account using the administrative control panel provided to You.
b. You must provide valid information for automated payment for Gencomsaver to receive uninterrupted Service use. You acknowledge and agree that you are completely responsible to inform Gencomsaver regarding Your billing and/or automated payment information changes. It may include but not limited to, new or updated credit card, expiration date of credit card or other information related to payment account). By providing automated payment information to Gencomsaver, You authorize Gencomsaver to charge You whenever automated payment takes place to you account for any amounts associated with the Services without any authorization from you in future. It is your responsibility to keep updated information for automated payment. Due to any reason if Your automated payment accounts fails for any charges, a warning email shall be forwarded to Your contacts available at billing account.
c. Due to any reason if Gencomsaver fails to process Your payment with automated process by the seventh (7th) calendar day of the month, Your payment shall be indexed under late and not paid fully. On such events Gencomsaver may terminate or suspend Your Account with respect to Section 3.3b.i. on failure to pay in time. Upon late payments, your Account is subjected to late payment charges. Late payment charges will accumulate at an interest rate from the due date to the actual payment date of the overdue amount. You acknowledge and agree that you shall pay the interest without delay on demand. You acknowledge and agree that you are liable to pay any and all collection costs incurred by Gencomsaver (including, without limitation, reasonable attorney’s fees).
4.4 Payment by Check
a. If You apply for and are accepted into payment by check program by Gencomsaver, Gencomsaver shall issue an invoice within the first five (5) calendar days of each and every month. Each and every invoice shall contain a processing fee. Payment by check should be received by the fourteenth (14th ) of every month. It is under the sole discretion of Gencomsaver for acceptance into and continued participation for payment by check program.
b. Should your check not be honoured, a check fee of the lesser of fifty dollar ($50) and the maximum amount the law permits shall be charged to Your account. Additionally Gencomsaver may ask for cashier’s check or money order for mode of payment.
d. Due to any reason, if Gencomsaver do not receive the payment on or before fifteenth (15th) calendar day for the due payment, Your payment shall be considered late and not fully paid. On such events, Gencomsaver may terminate or suspend Your account with respect to the Section 3.3.b.i on failure to pay in time. Upon late payments, your Account is subjected to late payment charges. Late payment charges will accumulate at an interest rate from the due date to the actual payment date of the overdue amount. You acknowledge and agree that you shall pay the interest without delay on demand. You acknowledge and agree that you are liable to pay any and all collection costs incurred by Gencomsaver (including, without limitation, reasonable attorney’s fees).
4.5 Fees for Excess Usage:
You acknowledge and agree to monitor and maintain Your accounts with respect to the specified limits of Gencomsaver without disrupting the activities of Gencomsaver or any other users or customers of Gencomsaver. If Your usage exceeds the provided limits of Your Account or disrupts other customers activities, You acknowledge and agree that Gencomsaver may without more ado under its sole discretion
i. to charge You for such excess usage by means of automated payment method, or by Your check paying program,
ii. to upgrade to a plan so that Your usage limit can be increased to meet your excess usage to Your Account,
iii. to terminate or suspend Your Account with a notice prior to the action.
Any usage as well as associated charged with respect to the excess usage shall be determined solely upon Gencomsaver’s information on collected usage. Any Unused monthly allotments shall not accrue or carry over to the next month. You shall be liable and responsible for any new costs or fees upon upgrading Your account for increasing your usage limit.
4.6 Taxes: Additionally to the charges to Gencomsaver, You shall be liable for any or all taxes, fees to government, fees associated with assessments with respect to this Agreement or otherwise regarding Your Service usage.
4.7 Fees for Additional Services: You acknowledge and agree that You shall pay then-current fees and expenses to Gencomsaver, as well as Gencomsaver’s vendors cost, for any request for retrieval of information subpoenas, consulting and advisory services or any similar services.
4.8 Bill Disputes: Upon any dispute on bill charged to Your account, You shall notify it to Gencomsaver by submitting a Billing Dispute Notification Form, which is available to You via our customer support team and the notification should be presented within sixty (60) days from the date the dispute was charged to Your Account. Dispute existences do not relieve You from paying any and all amount billed to Your Account.
4.9 Electronic Billing and Documentation: Electronic Documentation shall be provided for any and all billing and other documentation for the Service. You acknowledge and agree that You are able to view all Electronic Documentation and consent to receive it and decline to receive any hard copies of any such materials.
4.10 Modification made by Advisor/Agent: You acknowledge and agree that any and all fees, charges, surcharges, and taxes ensuing from any changes which are made in Your account by the registered Advisor/Agent are Your sole and exclusive responsibility. If you do not want Your registered Advisor/Agent to make any changes or manage Your account, you can select an option in the control panel representing that You don’t want to.
5. USE OF THE SERVICES
5.1 Internal Use: You acknowledge and agree that the Service usage shall be for Your own internal business purpose, non personal, and non residential usage. You acknowledge and agree that the Service shall not be used by any third party, as well as Your vendors and service providers. With the authorization from the customer support team, the Service can be used by any third party.
5.2 Restricted Activities: You shall not
a. use the Service for any purpose other than the proposed purpose, function, features, and scope,
b. use the Service for training third-party,
c. use the Service as a service bureau, or an application service provider unless Gencomsaver have provided a written agreement to provide such services,
d. use the Service for rental or timesharing,
e. use the Service for software design or service with alike functionality, including but not limited to third party distribution,
f. replicate any portion of the Service, or display, publish, distribute or otherwise for Service disclosure without the written consent from Gencomsaver,
g. use the Service to interface with any other service or application which is beyond the scope of the intended Service use,
h. disassemble, decompile, or reverse engineer any or all portion of the Services,
i. make any alteration to the any Service which is not authorized or specified by Gencomsaver, a prior written content is required from Gencomsaver for the purpose,
j. sublicense or resell any or all portion of the Service any supposed sublicense or resell shall be void,
You may not access the Service for the purpose of monitoring the performance, functionality, or availability, or any other benchmarking purposes, without the prior written consent from Gencomsaver. If You are a direct competitor of Gencomsaver, You may not access the Service without prior written consent from Gencomsaver.
5.3 Applicable Law: You acknowledge and agree that the Service use and access maybe restricted or limited with respect to the Applicable Laws as well as You shall not use or allow the Service use in infringement of, and will act in accordance with, any Applicable Law. You acknowledge that You and Your Users are not listed under any Government Authority as entities banned from receiving exports, and You shall under no circumstances allow Your Users to access or use the Service infringing any of the export embargo, restriction or prohibition. You acknowledge and agree that You shall use the Service respecting the law and You shall be solely responsible for it.
6. YOUR DATA; FEEDBACK
6.1 Submission of Your Data: Your Data provided to Gencomsaver regarding the Service must act in accordance with AUP. Your Data provided to Gencomsaver regarding the Service shall not be PHI, unless there have been a formal Business Associate Agreement between Gencomsaver and You. Any attempt to transmission, requesting placement, transmit, of Data that do not act in accordance with AUP or is PHI shall be considered violation of this Agreement. Gencomsaver under its sole discretion may reject or remove Data that You have used, provided, or attempted to use regarding the Service. Any Data used related to the Service by or though You should be free of any malicious code, which includes but limited to, computer viruses, Trojan horses, worms, drop dead devices, disabling devices, trap doors, and mechanisms that may impact negatively or disable the Services or servers of Gencomsaver. You hereby represent and warrant to Gencomsaver that You reserve the right to use any trademarked, patented, proprietary, copyrighted, or other material with reference to the Data You post, use, transfer, or transmit related to the Services.
6.2 Public Disclosure of Data: You shall be solely responsible and liable for making certain that You do not unintentionally, or accidentally provide or make any private Data available publicly. Any such Data that is made public shall be accessible for public all the way through the Internet and may be crawled, indexed, and accessible via search engines or other third party services. Upon public disclosure of Data, You acknowledge and agree that You have the consent, permission or authorization to do so.
6.3 Data Takedown: By public disclosure of Data as abovementioned, If Gencomsaver receives any complaints, notices, or inquires in association with any violation of rights in such Data, You expressly agree that Gencomsaver reserves the completely right to block access to or remove any such Data that have been disclosed to the public by You. On such events, You expressly consent to determination of questions of violation in the provided Data by the designated Agents from Gencomsaver.
6.4 Filtering: For the purpose of reducing unwanted content (such as SPAM email) to reach Your Gencomsaver account, Gencomsaver shall make use of various methods of filtering. You acknowledge and agree that these methods may prevent contents that are legitimate from reaching Your account and during such circumstances, Gencomsaver shall not be liable.
6.5 Control: Gencomsaver is not constrained to exercise control over the content of information, which includes Your Data, which is carried out through network of Gencomsaver unless and until explicitly mentioned in this Agreement.
6.6 Feedback: Any and all feedback, testimonials, information, suggestions, endorsements, or materials conveyed to Gencomsaver by You or any of Your Users with respect to the Service shall be collectively considered as “Feedback”. You acknowledge and agree to grant Gencomsaver a unrestricted, uninterrupted, unalterable, royalty free, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, sell, distribute, reproduce, modify, display, adapt, perform, and or else utilize such Feedback without any constraint.
7. CONFIDENTIALITY AND PRIVACY:
7.1 Confidential Information: The term “Confidential Information” states all the confidential information which is revealed by Disclosing Party to the Receiving Party, either verbally or in writing, chosen as confidential due to the information nature and the disclosure circumstance. Your Data shall be deemed as a Confidential Information. Confidential Information from Gencomsaver shall include the Services (and any portion thereof) , the terms and conditions mentioned in this Agreement as well as any Schedules, and all related Service order forms, and business and marketing plans, technology, product plans, designs, and technical information and business process which are revealed by Gencomsaver.
Confidential Information shall not include any information which is associated to, but not limited to;
i. Information which is commonly known to the public without violation of any responsibility owed to the Disclosing Party,
ii. Information was known by the Receiving Party before it was revealed to the Disclosing Party without violation of any commitment owed to the Disclosing Party,
iii. Information was received from a third party without violation of any commitment owed to the Disclosing Party,
iv. Information was autonomously developed by the Receiving Party,
The Receiving Party may reveal Confidential Information to any extend which is required by the law, by acting in accordance with binding orders of governmental entities that have jurisdiction over it; provided to any extent permitted by the law, the Receiving Party provides the Disclosing Party a written notice for protective order or other appropriate remedy, reveals only such Confidential Information that is necessarily requested by the governmental entity and employs commercially practical efforts to obtain confidential treatment for any revealed Confidential Information.
7.2 Protection of Confidential Information: With an exception permitted by this Agreement or else the Disclosing Party provides consent in writing,
i. Receiving Party shall protect the confidentiality of the Confidential Information using the same degree of care that they provide to their own Confidential Information, however under no circumstance should be lesser than the reasonable care. Disclosure or use of any Confidential Information of the Disclosing Party under any circumstance or purpose beyond the scope of this Agreement is not allowed.
ii. Receiving Party shall provide limited access to the Disclosing Party’s Confidential Information to those of its employees, agents, and contractors who require Confidential Information for accessing without deteriorating this Agreement and are bound by privacy obligations with respect to the provisions of this Agreement.
7.3 Disclosure and Use by Gencomsaver: In spite of the abovementioned, Gencomsaver may disclose or make use of Your Data
a. as explicitly legally recognized in writing from You,
b. as explicitly mentioned in this Agreement, including
ii. to access Your Data to provide Services with respect to the customer support affairs,
You explicitly provide consent to the abovementioned disclosure and Use.
8. BETA OFFERINGS
The Service Level Agreement is not applicable to any Services associated with Beta Offerings. In spite of anything else described in this Agreement, Gencomsaver does not provide any warranties or representations concerning any Beta Offering or the reliability associated with data stored for any Beta offering. You are strongly discouraged from using sensitive data when it comes to using Beta Offering . Without any prior notice, Gencomsaver may under its sole discretion, terminate or alter any Beta Offering and does not warrant or represent the consequence of any such action. Without any prior notice, Gencomsaver may under its sole discretion, convert any Beta Offering to a paid service. To evade from any incurring increased charges associated with such translation, You must terminate
i. the individual version service, by contacting Gencomsaver as mentioned in the conversion notice, or
ii. if You subscribe to no other services under Your Account, the entire Account, pursuant to section 3 of this Agreement.
9. LIMITED WARRANTY; LIMITATION ON LIABILITY; THIRD-PARTY SERVICES.
9.1 Limited Warranty: The entire Services and any associated products provided by Gencomsaver are on an “as is” basis. You explicitly acknowledge and agree that the Services usage is at sole risk of Yours. Any or all the warranties of any kind shall be disclaimed expressly from Gencomsaver and Parties of Gencomsaver. Whether expressed, implied, statutory, or else, oral or written, including but not limited to the implied warrants of merchantability for a particular purpose as well as non-infringement. You hereby acknowledge and agree that Agreement terms, inclusive of any Schedules, shall never be altered as a result of custom or usage or due to the parties’ course of dealing or performance course under this Agreement, inclusive of any Schedule.
9.2 Liability Limitations: Gencomsaver and Parties of Gencomsaver shall not be liable for any direct, indirect, special, incidental, punitive or significant damages (which includes but not limited to damages for profit loss, interruption in business, programs or information loss and the like) that are outcome of the Services usage or inability to use the Services, Services not meeting Your expectations or requirements, translations, omissions, hardware failures, and system wordings, filters functionality, issues associated with migrations, files or directories deletions, interruptions, backups unavailability, transmission, defects, errors, or operational delays regardless of whether Gencomsaver or Parties of Gencomsaver have been advised of such possibilities or damages. Gencomsaver shall not be liable for any damages in association with Your access to the application programming interfaces or the execution or malicious code transmission or related occurrences, which includes but not limited to, device disabling, device drop dead, Trojan horses, viruses, worms, time bombs, trap doors, and related mechanisms. You acknowledge and agree that the total liability of Gencomsaver and any Parties of Gencomsaver and Your sole remedy for any claims with respect to the Services under this Agreement, inclusive of any Schedule, or otherwise is restricted to any applicable credits set forth in the Service Level Agreement.
9.3 Other Liability: For any warranties or representations provided by Gencomsaver, none of the Gencomsaver Parties would be responsible or liable to.
9.4 Third-Party Services: Gencomsaver may link to or provide Third-Party Services at our Website or through the Services. Third-Party Services purchase, enable, or engagement of any type, including but not limited to consulting services, implementation, customization, and any Data exchange between You and any Third-Party Service, shall be solely between You and the applicable Third-Party Service provider and shall be subjected to the terms and conditions put forward by such Third-Party Provider. Gencomsaver shall not be responsible or liable for such Services r any losses, damages or issues that takes places due to Third-Party service usage by You. Gencomsaver do not endorse, support or warrant Third-Party Services. If You purchase, engage or enable any Services provided by the Third-Parties for use, You acknowledge and agree that Gencomsaver shall allow those Third-Party providers to access Your Data in association with the Services. You represent and warrant that any third-Party Service use signified Your independent consent to Your Data access and use by the Third-Party Service provider, and that such consent, access and use of the Service is beyond the control of Gencomsaver. Gencomsaver shall be under no circumstance be liable or responsible for any Data modification, disclosure, or deletion resulting due to the Third-Party Service providers such access.
10. OWNERSHIP AND CONTROL
10.1 No Transfer: Excluding the rights explicitly granted in accordance with this Agreement, inclusive of any Schedules, Gencomsaver does not transfer any proprietary or intellectual or other property rights to You. All right, interest, and title with respect to any Service provided to You, that includes but not limited to any trade secret, potential trademark, copyright, patent rights, vested, is solely the Gencomsaver property as well as its vendors and licensors. All materials provided by Gencomsaver with respect to the Services shall remain the property of Gencomsaver, and upon the termination of this Agreement or requested from Gencomsaver, You shall promptly return any and all materials associated with the Services.
10.2 Control: Gencomsaver reserves the sole and complete right to control over and to make any alterations, or change the configuration, content, appearance, and functionality of the Services. Additionally, Gencomsaver reserves the complete right, at any time, without any prior notice, under its sole discretion to terminate or suspend any Service for security protection and Services integrity otherwise any other business, financial, or technical considerations as concluded by Gencomsaver.
10.3 Feedback License: Gencomsaver shall have a transferable, royalty-free, sublicensable, worldwide, irrevocable, perpetual license to use or integrate into the Services any suggestions, recommendations, enhancement requests, or other feedback provided by You and Your Users to Gencomsaver or any Parties of Gencomsaver.
11. INTELLECTUAL PROPERTY PROTECTION
Gencomsaver shall, at its own expense, defend or at its option settle, any claim that is brought against You but any third party on violation issue of trademark, copyright, or patent of that third party, in each case by the “Gencomsaver Technology” as defined in this Section 11; provided that You provide Gencomsaver with
a. written notice of any such claims without any delay;
b. control over or be in command of the settlement of such claim;
c. proper as well as full information and assistance to settle and/or defend any such claim;
Under any circumstance of any claim for which Gencomsaver may be constrained to settle or defend with respect to this Section 11, Gencomsaver may at its sole option and expense, either:
i. secure the Gencomsaver Technology usage right as provided herein,
ii. restore the Gencomsaver Technology with other non-violating products with corresponding functionality;
iii. duly alter the Gencomsaver Technology so that it does not violate, or
iv. Agreement termination;
Gencomsaver assumes no responsibility or liability for claims augment due to violation from:
1. Any Gencomsaver Technology integration with respect to the technology or products that are not provided by Gencomsaver, if the violation would not have took place if the Gencomsaver Technology had not been so integration;
2. Any Gencomsaver Technology alteration, in part or in whole, by anyone except Gencomsaver, if the violation would not have took place but for such alteration;
3. Any Gencomsaver Technology use subsequent to the notification from Gencomsaver on continued use may subject You to such claims of violation, provided that Gencomsaver provides You with an alternative release of the Gencomsaver Technology;
4. Any intellectual or proprietary property rights not explicitly recognized under this Section 11; or
5. Any non-English intellectual or proprietary laws or rights;
“Gencomsaver Technology” entails Gencomsaver software provided to You in association with the Services use. This Section 11 sets forth the total Gencomsaver liability as well as obligations, and Your restricted solution, in association with any authentic or assumed violation of proprietary or intellectual property rights with respect to the Services. The terms of the Section 11 are subjected to the limitations of Section 9.
12. HARDWARE, EQUIPMENT, AND SOFTWARE
If not purchased from Gencomsaver or any of the affiliates of Gencomsaver with a separate written agreement, You are solely responsible for as well as must provide all the hardware, software, components and services which are necessary for the Services use and access. No assurances, representations, or warranties are provided by Gencomsaver on any third party hardware, software, components, or services will be compatible with any Service. Gencomsaver reserves the complete right to upgrade or change any software of equipment without any prior notice to You. Under the sole discretion of Gencomsaver and reserves the complete right to install security patches, upgrades, updates, and service packs (“Updates”) without any obligation to roll back any Updates. Any Updates may affect the functionality or change the behaviour of the system and may affect the Services negatively. Neither foreseeing of any such negative aspects is possible by Gencomsaver, nor is liable or responsible for any disruption of service or functionality changes or lack in performance that arises due to Updates. Gencomsaver shall not be liable or responsible for any issues that take places due to incompatibilities between Your Data and Services usage and any Update or change in software or hardware or configuration, in spite of whether discretionary or requested.
You acknowledge and agree to indemnify, defend, hold, and save Gencomsaver and the Parties of Gencomsaver harmless from any as well as all liabilities, costs, demands, losses, and claims, inclusive of reasonable attorney’s fees, emphasized against them that arises due to Your Services usage, Your Agreement violation or Your wilful wrongdoing or carelessness.
14. TERMS MODIFICATION
15.1 Governing Law; Jurisdiction; Forum; Attorney’s Fees: The agreement is interpreted in line with English law and you and we acknowledge and agree to submit to the exclusive jurisdiction of the English Courts on any dispute or concerns occur in association with the service. In any action to implement this Agreement, including but not limited to any action by Gencomsaver for the due fees recovery hereunder, You acknowledge and agree to pay Gencomsaver a reasonable attorneys’ fees and costs with respect to such action if Gencomsaver triumphs in such action. You acknowledge and agree to surrender the right to trial by jury regarding any happening related to or arising out with respect to this Agreement.
15.2 Written Communications and Notice: You acknowledge and agree that Gencomsaver shall provide electronic communication. Gencomsaver may contact You by Your email address or provide information by posting it at the Gencomsaver website, blog, or to Your Account. You acknowledge and agree to this electronic means of communication and You acknowledge and agree to all information, notices, contracts as well as other communications from Gencomsaver shall be effective and acceptable when You receive electronic communication. With an exception when mentioned otherwise explicitly in this Agreement, all permissions, notices, and approvals hereunder shall be in writing and shall be deemed to have been given
i. without delay upon personal delivery,
ii. the second (2nd) business day after mailing,
iii. the second (2nd) business day after sending by confirmed exact copy, or
iv. the first (1st) business day after sending by email or
if from Gencomsaver to You, online posting. You may receive notices addressed by Gencomsaver to Your email address, postal address, or facsimile number that is registered with Gencomsaver, otherwise all the way through online posting through the Services. Notices to Gencomsaver that are not explicitly authorized within this Agreement by administrative control panel shall be mailed to GenCom Technologies Ltd with registered address as Charter House 8/10 Station Road, London, E12 5BT or any other address mentioned in the Gencomsaver website: www.Gencomsaver.com from time to time.
15.3 Age and Capacity: You represent as well as warrant that each and every User has reached an age of eighteen (18) and the age of majority under the User’s jurisdiction, and You have no limitation to enter into this Agreement.
15.4 Severability: If any provision or more that are included herein this Agreement, for any reason be held to be invalid, unenforceable, void, unacceptable or illegal in any aspect, such invalidity, unenforceability, void, unacceptability, or illegality shall not by any means affect any other provisions in this Agreement, and this Agreement shall be interpreted as if such void provision(s) had been never contained herein, provided that such provision(s) shall be unfinished, eliminated or limited only to the degree to get rid of the invalidity, unenforceability, void, unacceptability, or illegality.
15.5 Waiver: No waiver of any violation by either party of this Agreement’s any provisions shall be deemed a waiver of any subsequent Agreement violation. No such waiver shall be effective unless it is provided in writing signed by both the parties hereto, and then to the extent expressly set forth in such writing.
15.6 Remedies: The remedies as well as the rights for both the parties hereunder shall not be mutually exclusive, i.e. , the exercise of one or more of the provisions hereof shall not prohibit the exercise of any other provision hereof. Both the parties confirm, acknowledge, and agree that the damages may be insufficient for violation or a violation scope of this Agreement and, under the circumstance of a violation or a violation scope of any provision hereof, the relevant obligations and rights hereunder shall be enforceable by specific performance, injunction, or other equitable remedy. No aspects available in this Agreement shall affect or limit any rights at law or statue or otherwise for violation or violation scope of any provision hereof, provisional intention is provide clarity for the respective obligations as well as rights of either parties justice enforceable and at law or otherwise.
15.7 No Assignment: Without the consent from Gencomsaver, no duty or benefits mentioned in this Agreement for You shall be subjected in any manner to expectation, sale, pledge, charge, alienation, transfer, assignment, and impediment, and any endeavour to do so shall be void. Without your prior consent or notice Gencomsaver may assign this Agreement.
15.8 Fair Interpretation, Headings: Both the parties and their respective counsel has carried out Agreement negotiation. This Agreement shall be interpreted fairly with respect to the terms and exclusive of any strict construction in terms of or against either party based on draftsmanship of the Agreement or otherwise. For the purpose of convenience, this Agreement makes use of headings and captions and is not to be interpreting or considered in construing this Agreement.
15.9 Force Majeure: With an exception for monetary obligation, neither party shall be in any way liable to other upon any performance delay or failure of a required obligation hereunder if such delay or failure takes place due to the Force Majeure Event. “Force Majeure Event” is any cause that is beyond the reasonable control of a party that includes but not limited to acts of god, acts of war, earthquake, flood, terrorism, hurricanes, fire, or other casualty, riot, embargo, sabotage, shortage of labour, or act of government, dispute, epidemics, inability to obtain materials or transportation facilities, quarantines, power failure, restricted governmental laws or regulations, acts of third parties, condemnation, Internet failure or any other reasons that is beyond the reasonable control or anticipation of either parties.
15.10 Survival: The introduction, “Definitions” and Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, and 15 of this Agreement shall survive termination.
15.11 Independent Parties: In spite of anything mentioned otherwise here, it is confirmed, acknowledged, and agreed that You shall be deemed to an independent entity for all purposes such as but not limited to federal taxation. You are responsible and liable to pay all the expenses that are associated with performing Your obligations and shall not incur any indebtedness in aid of Gencomsaver with respect to such expenses. Neither You nor Gencomsaver shall have or hold it out as having neither any authority nor the agency that acts on behalf, with an exception of explicitly mentioned and authorized in this Agreement.
15.12 Entire Agreement – Third Party Beneficiaries: This Agreement, inclusive of any Schedules, represents the complete agreement for terms of the Services to You and replaces all other prior understandings as well as agreements, both oral as well as written, among You and Gencomsaver in association with the Services. You acknowledge and agree that
a. Gencomsaver and You may incorporate, as the sole third party beneficiaries with respect t this Agreement, the Parties of Gencomsaver, and
b. Upon the Agreement violation, inclusive of any Schedule, such Parties of Gencomsaver shall have the complete rights and remedies that are available to them as if they are the parties of this Agreement, inclusive of benefits of claims of Section 9 mentioned in this Agreement.
15.13 Counterparts: This Agreement may be carried out as one or more counterparts, and each and every part shall be judged as an original, however shall be collectively constituted as one and the same component.